01—Abstract
Summary
Summary of the 8-K filed February 28, 2024. Cited figures are marked; the original filing is the authoritative source.
LyondellBasell Industries N.V.
(LYB) reported on Form 8-K that on February 28, 2024, its wholly owned subsidiary, LYB International Finance III, LLC (the Issuer), completed the underwritten public offering of $750 milliona aggregate principal amount of 5.500% Guaranteed Notes due 2034. The Notes are fully and unconditionally guaranteed by the Company. The offering was made under the Company's effective shelf registration statement on Form S-3ASR and the prospectus supplement dated February 26, 2024, and the Notes were issued under a 2019 base indenture as supplemented in May 2023.
The filing also discloses that on February 26, 2024, the Company and the Issuer entered into an Underwriting Agreement with Citigroup Global Markets Inc. and Mizuho Securities USA LLC as representatives of the underwriters. The Issuer's offering therefore represents new long-term debt, which the filing identifies under Item 2.03 as a direct financial obligation.
Separately, on February 26, 2024, the Company gave notice that it will redeem all of its outstanding 5.750%b Senior Notes due 2024 on March 27, 2024, at 100% of principal plus accrued and unpaid interest. For investors, the filing shows a refinancing-style sequence: new 10-year notes issued while older 2024 notes are called for redemption, though the filing itself does not state the purpose of the proceeds.
02—Key points
Key Highlights
- Issuance of $750 million aggregate principal amount of 5.500% Guaranteed Notes due 2034 completed on February 28, 2024.
- Notes issued by wholly owned subsidiary LYB International Finance III, LLC and fully and unconditionally guaranteed by LyondellBasell Industries N.V.
- Offering registered under Form S-3ASR (Registration No. 333-261639) and made under a prospectus dated May 17, 2023 with a supplement dated February 26, 2024.
- Underwriting Agreement dated February 26, 2024 with Citigroup Global Markets Inc. and Mizuho Securities USA LLC as representatives of the underwriters.
- Notice given on February 26, 2024 to redeem all outstanding 5.750% Senior Notes due 2024 on March 27, 2024.
- Redemption price for the 2024 Notes is 100% of principal amount plus accrued and unpaid interest.
- Filing includes legal opinions from Gibson, Dunn & Crutcher LLP and De Brauw Blackstone Westbroek N.V., and the Officer's Certificate setting out the Notes' terms.
03—Questions
Frequently Asked Questions
What debt did LyondellBasell issue in this filing?
The Issuer, LYB International Finance III, LLC, completed the sale of $750 million aggregate principal amount of 5.500% Guaranteed Notes due 2034 on February 28, 2024. The Company fully and unconditionally guarantees the Notes.
Under what registration and documents was the offering made?
The offering was registered under Form S-3ASR (Registration No. 333-261639), as amended by Post-Effective Amendment No. 1 dated May 17, 2023. It was made under the base prospectus dated May 17, 2023, as supplemented by a prospectus supplement dated February 26, 2024.
Who were the underwriters' representatives?
The Company and the Issuer entered into an Underwriting Agreement dated February 26, 2024 with Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named in that agreement.
Is the Company retiring any existing debt?
Yes. On February 26, 2024, the Company gave notice that it will redeem all of its outstanding 5.750% Senior Notes due 2024 on March 27, 2024, at 100% of principal amount plus accrued and unpaid interest.
Who is the trustee under the indenture for the new Notes?
The Notes were issued under a base indenture dated October 10, 2019 with Wells Fargo Bank, National Association as trustee, as supplemented by a May 17, 2023 supplemental indenture naming Computershare Trust Company, N.A. as base trustee (as successor to Wells Fargo) and The Bank of New York Mellon Trust Company, N.A. as trustee.
04—Continue